Exhibit 4.5


 


DESCRIPTION OF SECURITIES


 


As of March 22, 2022, Southport Acquisition
Corporation (“we,” “our,” “us” or the “Company”) had the following three classes of its
securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) Class A
common stock, $0.0001 par value per share (“Class A common stock”), (ii) warrants, each whole warrant exercisable
for one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment, and (iii) units, consisting
of one share of Class A common stock and one-half of one warrant to purchase one share of Class A common stock.


 


In addition, this Description of Securities also
contains a description of the Company’s Class B common stock and founder shares (each as defined below), which are not registered
pursuant to Section 12 of the Exchange Act but are convertible into shares of the Class A common stock. The description of the
Class B common stock is necessary to understand the material terms of the Class A common stock.


 


Pursuant to our amended and restated certificate
of incorporation, our authorized capital stock consists of 200,000,000 shares of Class A common stock, $0.0001 par value, 20,000,000
shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. The following
description summarizes the material terms of our Class A common stock and Class B common stock, as well as our warrants, which
are set out more particularly in our amended and restated certificate of incorporation and our warrant agreement, respectively. Because
it is only a summary, it may not contain all the information that is important to you.


 


Unless
otherwise stated or the context otherwise requires, references in this report to: (i) “Class B Common stock” are
to the Company’s Class B common stock, par value $0.0001 per share; (ii) “founder shares” are to shares of
our Class B common stock initially purchased by our sponsor in a private placement prior to our IPO (as defined herein), and the
shares of our Class A common stock issued upon the conversion thereof; (iii) “private placement warrants” are to
our warrants purchased by our sponsor in a private placement prior to our IPO; (iv) “public shares” are to shares of
our Class A common stock included in the units sold in our IPO (whether they were purchased in our IPO or thereafter in the open
marked); (v) “public stockholders” are to the holders of our public shares, including our sponsor and management team
to the extent our sponsor and/or members of our management team purchase public shares, provided that the status of our sponsor and each
member of our management team as a “public stockholder” shall only exist with respect to such public shares; (vi) “public
warrants” are to our warrants included in the units sold in our IPO (whether they were purchased in our IPO or thereafter
in the open market) and to the private placement warrants if held by third parties other than our sponsor or its permitted transferees;
(vii) “sponsor” are to Southport Acquisition Sponsor LLC, a Delaware limited liability company; and (viii) “warrants”
are to the public warrants and the private placement warrants.


 


Terms used herein and not defined herein shall
have the meaning ascribed to such terms in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
2021.


 


Units


 


Each unit consists of one share of Class A
common stock and one-half of one warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common
stock at a price of $11.50 per share, subject to adjustment as described herein. Pursuant to the warrant agreement, a warrant holder may
exercise its warrants only for a whole number of shares of the company’s Class A common stock. This means only a whole warrant
may be exercised at any given time by a warrant holder and therefore a warrant holder will need to hold units in integral multiples of
two in order for the warrant holder to exercise its warrants prior to their separation from the units. No fractional warrants will be
issued upon separation of the units and only whole warrants will trade.


 






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The shares of Class A common stock and warrants
constituting the units began separate trading on January 31, 2022. Commencing on that date, , holders have the option to continue
to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent
in order to separate the units into shares of Class A common stock and warrants. Additionally, if not separated previously, the units
will automatically separate into their component parts and will not be traded after completion of our initial business combination. No
fractional warrants will be issued upon separation of the units. If, upon separation of the units, a holder of warrants would be entitled
to receive a fractional warrant, we will round down to the nearest whole number the number of warrants to be issued to such holder. In
addition, only whole warrants will trade.


  


Common Stock


 


Common stockholders of record are entitled to one
vote for each share held on all matters to be voted on by stockholders. Only holders of our Class B common stock will have the right
to elect all of our directors prior to the consummation of our initial business combination. In addition, prior to the completion of an
initial business combination, only holders of our Class B common stock may remove a member of the board of directors with or without
cause. These provisions of our amended and restated certificate of incorporation may only be amended if approved by the holders of a majority
of the outstanding share of our Class B common stock. On any other matter submitted to a vote of our stockholders, holders of our
Class B common stock and holders of our Class A common stock will vote together as a single class, except as required by applicable
law or stock exchange rule. Unless specified in our amended and restated certificate of incorporation or bylaws, or as required by applicable
law or stock exchange rules, the affirmative vote of a majority of our shares of common stock that are voted is required to approve any
such matter voted on by our stockholders (other than the election of directors). There is no cumulative voting with respect to the election
of directors. Our stockholders are entitled to receive ratable dividends if, when, and as declared by the board of directors out of funds
legally available therefor.


 


Because our amended and restated certificate of
incorporation authorizes the issuance of up to 200,000,000 shares of Class A common stock, if we were to enter into a business combination,
we may (depending on the terms of such a business combination) be required to increase the number of shares of common stock which we are
authorized to issue at the same time as our stockholders vote on the business combination to the extent we seek stockholder approval in
connection with our initial business combination.


 


In accordance with the corporate governance requirements
of the NYSE, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on the
NYSE. Under Section 211(b) of the DGCL, we are, however, required to hold an annual meeting of stockholders for the purposes
of electing directors in accordance with our bylaws unless such election is made by written consent in lieu of such a meeting. We may
not hold an annual meeting of stockholders to elect new directors prior to the consummation of our initial business combination, and thus
we may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting. Therefore, if our stockholders
want us to hold an annual meeting prior to the consummation of our initial business combination, they may attempt to force us to hold
one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL.


 






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We
will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our
initial business combination at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account
as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in
the Trust Account (net of permitted withdrawals for tax), divided by the number of then outstanding public shares, subject to the limitations
described herein. The amount in the Trust Account is initially anticipated to be $10.20 per public share. The per share amount we will
distribute to holders who properly redeem their public shares will not be reduced by the deferred underwriting fees we will pay to the
underwriter. The redemption right will include the requirement that any beneficial owner on whose behalf a redemption right is being exercised
must identify itself in order to validly redeem its public shares. Each public stockholder may elect to redeem its public shares without
voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Our sponsor, directors and officers
have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any
founder shares and any public shares held by them in connection with the completion of our initial business combination or certain amendments
to our amended and restated certificate of incorporation. Permitted transferees of our sponsor, directors or officers will be subject
to the same obligations. Unlike many blank check companies that hold stockholder votes and conduct proxy solicitations in conjunction
with their initial business combinations and provide for related redemptions of public shares for cash upon completion of such initial
business combinations even when a vote is not required by applicable law or stock exchange listing requirements, if a stockholder vote
is not required by applicable law or stock exchange listing requirements and we do not decide to hold a stockholder vote for business
or other reasons, we will, pursuant to our amended and restated certificate of incorporation, conduct the redemptions of our public shares
pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing our initial business
combination. Our amended and restated certificate of incorporation requires these tender offer documents to contain substantially the
same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s
proxy rules. If, however, a stockholder approval of the transaction is required by applicable law or stock exchange rules, or we decide
to obtain stockholder approval for business or other reasons, we will, like many blank check companies, offer to redeem public shares
in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek stockholder
approval, unless a different vote is required by applicable law or stock exchange rules, we will complete our initial business
combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination. Unless
otherwise required by applicable law or stock exchange rules, a quorum for such meeting will consist of the holders present in person
or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares
of capital stock of the company entitled to vote at such meeting. However, the participation of our sponsor, officers, directors, advisors
or any of their respective affiliates in privately-negotiated transactions, if any, could result in the approval of our initial business
combination even if a majority of our public stockholders vote, or indicate their intention to vote, against such initial business combination.
For purposes of seeking approval of the majority of our outstanding shares of common stock, non-votes will have no effect on the approval
of our initial business combination once a quorum is obtained. We intend to give approximately 30 days (but not less than 10 days
nor more than 60 days) prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial
business combination. These quorum and voting thresholds and agreements may make it more likely that we will consummate our initial business
combination.


 


If we seek stockholder approval of our initial
business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer
rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder
or any other person with whom such stockholder is acting in concert or as a “group” (as defined
under Section 13 of the Exchange Act), will be restricted from redeeming more than an aggregate of 15% of the shares of Class A
common stock included in the units sold in our initial public offering (our “IPO”), without our prior consent, which
we refer to as the “Excess Shares.” However, we would not be restricting our stockholders’ ability to vote all of their
shares (including Excess Shares) for or against our initial business combination. Our stockholders’ inability to redeem the Excess
Shares will reduce their influence over our ability to complete our initial business combination, and such stockholders could suffer a
material loss in their investment if they sell such Excess Shares on the open market. Additionally, such stockholders will not receive
redemption distributions with respect to the Excess Shares if we complete our initial business combination within the prescribed time
period. And, as a result, such stockholders will continue to hold Excess Shares and, in order to dispose such Excess Shares, would be
required to sell their stock in open market transactions, potentially at a loss.


 


If we seek stockholder approval in connection with
our initial business combination, our sponsor, directors and officers have (and their permitted transferees, as applicable, will agree)
agreed, pursuant to the terms of letter agreements entered into with us, to vote any founder shares and any public shares held by them
in favor of our initial business combination. Additionally, each public stockholder may elect to redeem its public shares without voting,
and if they do vote, irrespective of whether they vote for or against the proposed transaction.


 






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Pursuant to our amended and restated certificate
of incorporation, if we are unable to complete our initial business combination by June 14, 2023, or during any Extension Period,
we will: (1) cease all operations, except for the purpose of winding up; (2) as promptly as reasonably possible but no more
than ten business days thereafter, subject to lawfully available funds therefor, redeem the public shares, at a per share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust
Account (net of permitted withdrawals for tax and up to $100,000 of interest to pay dissolution expenses), divided by the number of then
outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the
right to receive further liquidating distributions, if any), subject to applicable law; and (3) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject
in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Our
sponsor, directors and officers have entered into letter agreements with us, pursuant to which they have agreed to waive their rights
to liquidating distributions from the Trust Account with respect to any founder shares held by them if we fail to complete our initial
business combination by June 14, 2023, or during any Extension Period. However, if our sponsor, directors or officers acquire public
shares after our IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if
we fail to complete our initial business combination by June 14, 2023, or during any Extension Period.


 


In the event of our liquidation, dissolution or
winding up after our initial business combination, our stockholders are entitled to share ratably in all assets remaining available for
distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over
the common stock. Our stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to
the common stock, except that we will provide our stockholders with the opportunity to redeem their public shares for cash equal to their
pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of our initial
business combination, including interest earned on the funds held in the Trust Account (net of permitted withdrawals for tax), upon the
completion of our initial business combination within the prescribed time period, subject to the limitations described herein.


 


Founder Shares


 


The founder shares are designated as shares of
Class B common stock and are identical to the shares of Class A common stock included in the units sold in our IPO, except that:
(1) only holders of the founder shares have the right to vote on the election of, and to remove, directors prior to our initial business
combination; (2) the founder shares are subject to certain transfer restrictions; (3) our sponsor, directors and officers have
entered into letter agreements with us, pursuant to which they have agreed to: (a) waive their redemption rights with respect to
any founder shares and any public shares held by them in connection with the completion of our initial business combination, (b) waive
their redemption rights with respect to any founder shares and public shares held by them in connection with a stockholder vote to approve
an amendment to our amended and restated certificate of incorporation to (A) modify the substance or timing of our obligation to
provide our public stockholders the right to have their public shares redeemed in connection with our initial business combination or
to redeem 100% of our public shares if we have not consummated our initial business combination by June 14, 2023, or during any Extension
Period, or with (B) respect to any other provision relating to stockholder rights or pre-initial business combination activity; and
(c) waive their rights to liquidating distributions from the Trust Account with respect to any founder shares held by them if we
fail to complete our initial business combination by June 14, 2023, or during any Extension Period (although they will be entitled
to liquidating distributions from the Trust Account with respect to any public shares they hold if we fail to complete our initial business
combination by June 14, 2023, or during any Extension Period); (4) the founder shares are automatically convertible into shares
of our Class A common stock at the time of our initial business combination, or earlier at the option of the holders hereof, on a
one-for-one basis, subject to adjustment as described herein; and (5) the holders of founder shares are entitled to registration
rights. If we submit our initial business combination to our public stockholders for a vote, our sponsor, directors and officers have
agreed (and their permitted transferees, as applicable, will agree), pursuant to the terms of letter agreements entered into with us,
to vote any founder shares and any public shares held by them in favor of our initial business combination.


 






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The shares of Class B common stock will automatically
convert into shares of Class A common stock at the time of our initial business combination (or earlier at the option of the holder)
on a one-for-one basis, subject to adjustment as provided herein. In the case that additional shares of Class A common stock, or
equity-linked securities, are issued or deemed issued in excess of the amounts sold in our IPO and related to the closing of our initial
business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will
be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with
respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of
all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of
all shares of common stock outstanding upon the completion of our IPO plus all shares of Class A common stock and equity-linked securities
issued or deemed issued in connection with our initial business combination (net of the number of shares of Class A common stock
redeemed in connection with our initial business combination), excluding any shares or equity-linked securities issued, or to be issued,
to any seller in the business combination and any warrants issued upon the conversion of working capital loans made to us.


 


We cannot determine at this time whether a majority
of the holders of our Class B common stock at the time of any future issuance would agree to waive such adjustment to the conversion
ratio. They may waive such adjustment due to (but not limited to) the following: (i) closing conditions which are part of the agreement
for our initial business combination; (ii) negotiation with public stockholders on structuring our initial business combination;
or (iii) negotiation with parties providing financing which would trigger the anti-dilution provisions of the Class B common
stock. If such adjustment is not waived, the future issuance would not reduce the percentage ownership of holders of our Class B
common stock but would reduce the percentage ownership of holders of our Class A common stock. If such adjustment is waived,
the future issuance would reduce the percentage ownership of holders of both classes of our common stock. Holders of founder shares
may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject
to adjustment as provided above, at any time. The term “equity-linked securities” refers to any debt or equity securities
that are convertible, exercisable or exchangeable for shares of Class A common stock issued in a financing transaction in connection
with our initial business combination, including, but not limited to, a private placement of equity or debt. Securities could be “deemed
issued” for purposes of the conversion rate adjustment if such securities are issuable upon the conversion or exercise of convertible
securities, warrants or similar securities.


 


With certain limited exceptions, pursuant to letter
agreements that our sponsor, directors and officers have entered into with us, the founder shares are not transferable, assignable or
salable (except to our officers and directors or their affiliates or family members or our sponsor or members of our sponsor or any of
its affiliates and other permitted transferees, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one
year after the completion of our initial business combination, (B) subsequent to our initial business combination, if the closing
price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial
business combination, and (C) following the completion of our initial business combination, such future date on which we complete
a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of our stockholders having the
right to exchange their shares of common stock for cash, securities or other property.


 


Public Warrants


 


Each
whole warrant entitles the registered holder to purchase one share of our Class A common stock at a price of $11.50 per share, subject
to adjustment as discussed below, at any time commencing 30 days after the completion of our initial business combination. Pursuant to
the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock. This
means only a whole warrant may be exercised at a given time by a warrant holder and therefore a warrant holder will need to hold units
in integral multiples of two in order for the warrant holder to exercise its warrants prior to their separation from the units. No
fractional warrants will be issued upon separation of the units. If, upon separation of the units, a holder of warrants would
be entitled to receive a fractional warrant, we will round down to the nearest whole number the number of warrants to be issued to such
holder.. The warrants will expire five years after the completion of our initial business combination, at 5:00 p.m., New York
City time, or earlier upon redemption or our liquidation.


 






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We will not be obligated to deliver any shares
of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless
a registration statement under the Securities Act covering the issuance of the shares of Class A common issuable upon exercise of
the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to
our satisfying our obligations described below with respect to registration, or a valid exemption from registration is available. No warrant
will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares of Class A common stock to
holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the
securities laws of the state of residence of the exercising holder, or an exemption from registration is available. In the event that
the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will
not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In the event that a registration statement
is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for
the unit solely for the share of Class A common stock underlying such unit.


 


We have agreed that as soon as practicable, but
in no event later than 15 business days after the closing of our initial business combination, we will use our commercially reasonable
efforts to file a post-effective amendment to the registration statement for our IPO or a new registration statement, in our discretion,
with the SEC, and within 60 business days after such closing, have an effective registration statement covering the sale of the shares
of Class A common stock issuable upon exercise of the warrants and to maintain the effectiveness of such registration statement and
the availability of a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed.
Notwithstanding the above, if our Class A common stock is at the time of any exercise of a warrant not listed on a national securities
exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities
Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis”
in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain
in effect a registration statement or keep a current prospectus available, but will use our commercially reasonable efforts to register
or qualify the shares under applicable state blue sky laws to the extent an exemption is not available. If a registration statement covering
the shares of our Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the
closing of our initial business combination, holders of warrants will have the right, until such time as there is an effective registration
statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants, and during any period
when we will have failed to maintain an effective registration statement, to exercise warrants on a “cashless basis” in accordance
with Section 3(a)(9) of the Securities Act or another exemption. In such a cashless exercise, the holder would pay the exercise
price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the
product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market
value” (defined below) less the exercise price of the warrants by (y) the fair market value,
subject to a maximum number of shares equal to 0.361 of a share of our Class A common stock per whole warrant (subject to adjustment)
in the case of such warrant exercise during the 30-day redemption period referred to under “—Redemption of warrants for cash
when the price per share of Class A common stock equals or exceeds $10.00” below. The “fair market value” as used
in the preceding sentence shall mean the volume weighted average price of the shares of Class A common stock for the ten trading
days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.


 


Redemption
of warrants for cash when the price per share of Class A common stock equals or exceeds $18.00.   Once
the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement
warrants):


 


		•	in whole and not in part;



 


		•	at a price of $0.01 per warrant;



 


		•	upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder;
and



 






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		•	if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period
ending three trading days before we send the notice of redemption to the warrant holders (which we refer to as the “Reference Value”)
equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of
a warrant as described under the heading “—Anti-dilution adjustments”).



 


We will not redeem the warrants as described above
unless a registration statement under the Securities Act covering the sale of the shares of Class A common stock issuable upon exercise
of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout
the 30-day redemption period or we require or permit the warrants to be exercised on a cashless basis as described below. If and when
the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying
securities for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the
holders are otherwise unable to the exercise the warrants.


 


We have established the last of the redemption
criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise
price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder will be entitled
to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the Class A common stock may fall
below the $18.00 redemption trigger price (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise
price of a warrant as described under the heading “—Anti-dilution adjustments”) as well as the $11.50 warrant exercise
price after the redemption notice is issued.


 


If we call the warrants for redemption as described
above, our management will have the option to require or permit all holders that wish to exercise warrants to do so on a “cashless
basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” our management
will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders
of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. In such event, each holder
would pay the exercise price by surrendering the warrants being exercised for that number of shares of Class A common stock equal
to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants
being exercised, multiplied by the excess of the “fair market value” of our Class A common stock over the exercise price
of the warrants by (y) the fair market value. The “fair market value” shall mean the volume-weighted average price of
the Class A common stock as reported during the ten trading days immediately following the date on which the notice of redemption
is sent to the holders of warrants. If our management takes advantage of this option, the notice of redemption will contain the information
necessary to calculate the number of shares of Class A common stock to be received upon exercise of the warrants, including the definition
of “fair market value” in such case. We will provide our warrant holders with the final fair market value no later than one
business day after this ten-trading day period ends. Requiring or permitting a cashless exercise in this manner will reduce the number
of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option
to us if we do not need the cash from the exercise of the warrants after our initial business combination. If we call our warrants for
redemption and our management does not take advantage of this option, our sponsor and its permitted transferees would still be entitled
to exercise their private placement warrants for cash or on a cashless basis using the formula described under “—Private Placement
Warrants” below.


 


Redemption
of warrants for cash when the price per share of Class A common stock equals or exceeds $10.00.   Once
the warrants become exercisable, we may redeem the outstanding warrants (including both public warrants and private placement warrants):


 


		•	in whole and not in part;



 


		•	at a price of $0.10 per warrant;



 






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		•	upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants
on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined by reference to the
table below, based on the redemption date and the “fair market value” of our Class A common stock (as defined below);



 


		•	if, and only if, the Reference Value (as defined above under the heading “—Public Warrants—Redemption
of warrants for cash when the price per share of Class A common stock equals or exceeds $18.00”) equals or exceeds $10.00 (as
adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading
 “—Anti-dilution adjustments”); and



 


		•	if, and only if, the Reference Value is less than $18.00 per share (as adjusted per stock splits, stock dividends, reorganizations,
recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities), the private placement
warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.



 


We will not redeem the warrants as described above
unless a registration statement under the Securities Act covering the sale of the shares of Class A common stock issuable upon exercise
of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout
the 30-day redemption period, except if the sale of those shares of Class A common stock pursuant to the cashless exercise of the
warrants is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption
right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a
result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise the warrants.


 


Beginning on the date the notice of redemption
is given until the warrants are redeemed, holders may elect to exercise their warrants on a cashless basis. The numbers in the table below
represent the number of shares of Class A common stock that a warrant holder will receive upon such cashless exercise in connection
with a notice of redemption pursuant to this redemption feature, based on the “fair market value” of our Class A common
stock on the corresponding date fixed for redemption (assuming holders elect to exercise their warrants and such warrants are not redeemed
for $0.10 per warrant), determined for these purposes based on the volume weighted average price of our Class A common stock as reported
during the ten trading days immediately following the date on which the notice of redemption is sent to the holders of warrants, and the
number of months that the corresponding date fixed for redemption precedes the expiration date of the warrants, each as set forth
in the table below. We will provide our warrant holders with the final fair market value no later than one business day after the ten-trading
day period described above ends.


 


The share prices set forth in the column headings
of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a warrant or the exercise price
of a warrant is adjusted as set forth under the heading “—Anti-dilution Adjustments” below. If the number of shares
issuable upon exercise of a warrant is adjusted, the adjusted share prices in the column headings will equal the share prices immediately
prior to such adjustment, multiplied by a fraction, the numerator of which is the exercise price of the warrant after such adjustment
and the denominator of which is the price of the warrant immediately prior to such adjustment. In such an event, the number of shares
in the table below shall be adjusted by multiplying such share amounts by a fraction, the numerator of which is the number of shares deliverable
upon exercise of a warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon
exercise of a warrant as so adjusted. If the exercise price of a warrant is adjusted, (a) in the case of an adjustment pursuant to
the fifth paragraph under the heading “—Anti-dilution Adjustments” below, the adjusted share prices in the column headings
will equal the unadjusted share price multiplied by a fraction, the numerator of which is the higher of the Market Value and the Newly
Issued Price as set forth under the heading “—Anti-dilution Adjustments” and the denominator of which is $10.00 and
(b) in the case of an adjustment pursuant to the second paragraph under the heading “—Anti-dilution Adjustments”
below, the adjusted share prices in the column headings will equal the unadjusted share price less the decrease in the exercise price
of a warrant pursuant to such exercise price adjustment.


 






    	 	8	 



     


    

 


	 	 	Fair market value of Class A common stock	 
	Redemption date (period to expiration of warrants)	 	$10.00	 	 	$11.00	 	 	$12.00	 	 	$13.00	 	 	$14.00	 	 	$15.00	 	 	$16.00	 	 	$17.00	 	 	$18.00	 
	60 months	 	 	0.261	 	 	 	0.281	 	 	 	0.297	 	 	 	0.311	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	57 months	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	54 months	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.361	 
	51 months	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.361	 
	48 months	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.361	 
	45 months	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.361	 
	42 months	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.361	 
	39 months	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.361	 
	36 months	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.361	 
	33 months	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.361	 
	30 months	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.361	 
	27 months	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.361	 
	24 months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.361	 
	21 months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.361	 
	18 months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.361	 
	15 months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.361	 
	12 months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.361	 
	9 months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.361	 
	6 months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.361	 
	3 months	 	 	0.034	 	 	 	0.065	 	 	 	0.104	 	 	 	0.150	 	 	 	0.197	 	 	 	0.243	 	 	 	0.286	 	 	 	0.326	 	 	 	0.361	 
	0 months	 	 	—	 	 	 	—	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.323	 	 	 	0.361	 




 






    	 	9	 



     


    


 


The exact fair market value and redemption date may not be set forth
in the table above, in which case, if the fair market value is between two values in the table or the redemption date is between two redemption
dates in the table, the number of shares of Class A common stock to be issued for each warrant exercised will be determined by a
straight-line interpolation between the number of shares set forth for the higher and lower fair market values and the earlier and later
redemption dates, as applicable, based on a 365-day year. For example, if the volume-weighted average price of our Class A common
stock as reported during the ten trading days immediately following the date on which the notice of redemption is sent to the holders
of the warrants is $11.00 per share, and at such time there are 57 months until the expiration of the warrants, holders of warrants
that exercise their warrants in connection with that redemption shall receive 0.277 shares of Class A common stock for each whole
warrant exercised. For an example where the exact fair market value and redemption date are not as set forth in the table above, if the
volume-weighted average price of our Class A common stock as reported during the ten trading days immediately following the date
on which the notice of redemption is sent to the holders of the warrants is $13.50 per share, and at such time there are 38 months
until the expiration of the warrants, holders of warrants that exercise their warrants in connection with that redemption shall receive
0.298 shares of Class A common stock for each whole warrant exercised. In no event will the warrants be exercisable in connection
with this redemption feature on a cashless basis for more than 0.361 of a share of Class A common stock per whole warrant (subject
to adjustment). Finally, as reflected in the table above, in the event that the warrants are “out of the money” (i.e. the
trading price of our Class A common stock is below the exercise price of the warrants) and about to expire, they cannot be exercised
on a cashless basis in connection with a redemption by us pursuant to this redemption feature, since they will not be exercisable for
any shares of our Class A common stock.


 


This redemption feature differs from the typical
warrant redemption features used in other blank check offerings, which typically only provide for a redemption of warrants for cash (other
than the private placement warrants) when the trading price for the Class A common stock exceeds $18.00 per share for a specified
period of time. This redemption feature is structured to allow for all of the outstanding warrants to be redeemed when the Class A
common stock is trading at or above $10.00 per share, which may be at a time when the trading price of our Class A common stock is
below the exercise price of the warrants. We have established this redemption feature to provide us with the flexibility to redeem the
warrants without the warrants having to reach the $18.00 per share threshold set forth above under “—Redemption of warrants
for cash when the price per share of Class A common stock equals or exceeds $18.00.” Holders choosing to exercise their warrants
in connection with a notice of redemption pursuant to this redemption feature will, in effect, receive a number of shares representing
fair value for their warrants, based on a Black-Scholes option pricing model with a fixed volatility input as of the date of our IPO.
This redemption right provides us with an additional mechanism by which to redeem all of the outstanding warrants, providing certainty
as to our capital structure as the warrants would no longer be outstanding and would have been exercised or redeemed and it will allow
us to quickly proceed with a redemption of the warrants if we determine it is in our best interest to do so. As such, we would redeem
the warrants in this manner when we believe it is in our best interest to update our capital structure to remove the warrants and pay
the redemption price to the warrant holders.


 


As stated above, we can redeem the warrants when
the Class A common stock is trading at a price starting at $10.00, which is below the exercise price of $11.50, because it will provide
certainty with respect to our capital structure and cash position while providing warrant holders with the opportunity to exercise their
warrants on a cashless basis for the applicable number of shares. If we choose to redeem the warrants when the Class A common stock
is trading at a price below the exercise price of the warrants, this could result in the warrant holders receiving fewer shares of Class A
common stock than they would have received if they had chosen to wait to exercise their warrants for shares of Class A common stock
if and when such shares of Class A common stock were trading at a price higher than the exercise price of $11.50. No fractional shares
of Class A common stock will be issued upon exercise of a warrant in connection with a notice of redemption pursuant to this redemption
feature. If, upon such exercise, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest
whole number of shares of Class A common stock to be issued to the holder. Any redemption of the warrants pursuant to this redemption
feature will apply to the public warrants and, if the Class A common stock is trading at a price less than $18.00, to the private
placement warrants.


 






    10 


     


    

 


Holder
Restriction on Warrant Exercise.   A holder of a warrant may notify us in writing in the event it elects
to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that after giving effect
to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially
own in excess of 9.8% (or such other amount as a holder may specify) of the shares of Class A common stock outstanding immediately
after giving effect to such exercise.


 


Anti-dilution
adjustments.  If the number of outstanding shares of Class A common stock is increased by a stock
dividend payable in shares of Class A common stock, or by a split-up of shares of Class A common stock or other similar event,
then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Class A common stock issuable
on exercise of each warrant will be increased in proportion to such increase in the outstanding shares of Class A common stock. A
rights offering to holders of Class A common stock entitling holders to purchase shares of Class A common stock at a price less
than the “fair market value” (as defined below) will be deemed a stock dividend of a number
of shares of Class A common stock equal to the product of (1) the number of shares of Class A common stock actually sold
in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable
for Class A common stock) multiplied by (2) one minus the quotient of (x) the price per share of Class A common stock
paid in such rights offering divided by (y) the fair market value. For these purposes (1) if the rights offering is for securities
convertible into or exercisable for Class A common stock, in determining the price payable for Class A common stock, there will
be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion
and (2) “fair market value” means the volume weighted average price of Class A common stock as reported during the
ten trading day period ending on the trading day prior to the first date on which the shares of Class A common stock trade on the
applicable exchange or in the applicable market, regular way, without the right to receive such rights.


 


In addition, if we, at any time while the warrants
are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to all or substantially all holders
of Class A common stock on account of such shares of Class A common stock (or other shares of our capital stock into which the
warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends (initially defined as up to
an aggregate of $0.50 per share in a 365 day period), (c) to satisfy the redemption rights of the holders of Class A common
stock in connection with a proposed initial business combination, (d) to satisfy the redemption rights of the holders of Class A
common stock in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance
or timing of our obligation to provide our public stockholders the right to have their public shares redeemed in connection with our initial
business combination or to redeem 100% of our public shares if we do not complete our initial business combination by June 14, 2023,
or during any Extension Period, or with respect to any other provision relating to stockholder rights or pre-initial business combination
activity, or (e) in connection with the redemption of our public shares upon our failure to complete our initial business combination,
then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash
and/or the fair market value of any securities or other assets paid on each share of Class A common stock in respect of such event.


 


If the number of outstanding shares of our Class A
common stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Class A common stock
or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar
event, the number of shares of Class A common stock issuable on exercise of each warrant will be decreased in proportion to such
decrease in outstanding shares of Class A common stock.


 


Whenever the number of shares of Class A common
stock purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying
the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares
of Class A common stock purchasable upon the exercise of the warrants immediately prior to such adjustment, and (y) the denominator
of which will be the number of shares of Class A common stock so purchasable immediately thereafter.


 






    11 


     


    

 


In addition, if (x) we issue additional shares
of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business
combination at a Newly Issued Price of less than $9.20 per share, (y) the aggregate gross proceeds from such issuances represent
more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the
date of the consummation of our initial business combination (net of redemptions), and (z) the Market Value is below $9.20 per share,
the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the
Newly Issued Price, the $18.00 per share redemption trigger price described above in “—Redemption of warrants for cash when
the price per share of Class A common stock equals or exceeds $18.00” and “—Redemption of warrants for cash when
the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to
180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger described above in “Redemption
of warrants for cash when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest
cent) to be equal to the higher of the Market Value and the Newly Issued Price.


 


In case of any reclassification or reorganization
of the outstanding shares of Class A common stock (other than those described above or that solely affects the par value of such
shares of Class A common stock), or in the case of any merger or consolidation of us with or into another corporation (other than
a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization
of our outstanding shares of Class A common stock), or in the case of any sale or conveyance to another corporation or entity of
the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders
of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in
the warrants and in lieu of the shares of our Class A common stock immediately theretofore purchasable and receivable upon the exercise
of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable
upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the
holder of the warrants would have received if such holder had exercised their warrants immediately prior to such event. However, if such
holders were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such
consolidation or merger, then the kind and amount of securities, cash or other assets for which each warrant will become exercisable will
be deemed to be the weighted average of the kind and amount received per share by such holders in such consolidation or merger that affirmatively
make such election, and if a tender, exchange or redemption offer has been made to and accepted by such holders (other than a tender,
exchange or redemption offer made by the company in connection with redemption rights held by stockholders of the company as provided
for in the company’s amended and restated certificate of incorporation or as a result of the redemption of shares of Class A
common stock by the company if a proposed initial business combination is presented to the stockholders of the company for approval) under
circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within
the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate or associate
of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate
or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the outstanding
shares of Class A common stock, the holder of a warrant will be entitled to receive the highest amount of cash, securities or other
property to which such holder would actually have been entitled as a stockholder if such warrant holder had exercised the warrant prior
to the expiration of such tender or exchange offer, accepted such offer and all of the Class A common stock held by such holder had
been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange
offer) as nearly equivalent as possible to the adjustments provided for in the warrant agreement. Additionally, if less than 70% of the
consideration receivable by the holders of Class A common stock in such a transaction is payable in the form of common stock in the
successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market,
or is to be so listed for trading or quoted immediately following such event, and if the holder of the warrant properly exercises the
warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in
the warrant agreement based on the per share consideration minus Black-Scholes Warrant Value (as defined in the warrant agreement) of
the warrant. The purpose of such exercise price reduction is to provide additional value to holders of the warrants when an extraordinary
transaction occurs during the exercise period of the warrants pursuant to which the holders of the warrants otherwise do not receive the
full potential value of the warrants in order to determine and realize the option value component of the warrant. This formula is to compensate
the warrant holder for the loss of the option value portion of the warrant due to the requirement that the warrant holder exercise the
warrant within 30 days of the event. The Black-Scholes model is an accepted pricing model for estimating fair market value where
no quoted market price for an instrument is available.


 






    12 


     


    

 


The warrants will be issued in registered form
under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. You should review a copy
of the warrant agreement, which has been filed as an exhibit to our annual report on Form 10-K, for a description of the terms and
conditions applicable to the warrants. The warrant agreement provides that the terms of the warrants may be amended without the consent
of any holder to cure any ambiguity, mistake (including to conform the warrant agreement to the description thereof herein) or correct
any defective provision, but requires the approval by the holders of a majority of the then outstanding public warrants to make any change
that adversely affects the interests of the registered holders of public warrants. The terms of the private placement warrants may not
be amended without the consent of holders of a majority of the private placement warrants.


 


The warrants may be exercised upon surrender of
the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse
side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless
basis, if applicable), by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders
do not have the rights or privileges of holders of Class A common stock and any voting rights until they exercise their warrants
and receive shares of Class A common stock. After the issuance of shares of Class A common stock upon exercise of the warrants,
each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.


 


We have agreed that, subject to applicable law,
any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the Securities
Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District
of New York, and we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding
or claim. This provision, however, does not apply to claims under the Exchange Act or any claim for which the federal courts of the United
States of America have exclusive jurisdiction.


 


Private Placement Warrants


 


The private placement warrants (including the Class A
common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days
after the completion of our initial business combination (except, among other limited exceptions, to our officers and directors or their
affiliates or family members or our sponsor or members of our sponsor or any of its affiliates) and they will not be redeemable under
certain redemption scenarios by us so long as they are held by our sponsor or its permitted transferees. Our sponsor or its permitted
transferees have the option to exercise the private placement warrants on a cashless basis and will be entitled to certain registration
rights. Otherwise, the private placement warrants have terms and provisions that are identical to those of the public warrants. If the
private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will
be redeemable in all redemption scenarios by us and exercisable by the holders on the same basis as the public warrants.


 






    13 


     


    

 


So long as the private placement warrants are held
by our sponsor or its permitted transferees, holders of the private placement warrants may elect to exercise them on a cashless basis
and would pay the exercise price by surrendering their warrants being exercised for that number of shares of Class A common stock
equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants
being exercised, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrants
by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A
common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent
to the warrant agent. The reason that we have agreed that the private placement warrants will be exercisable on a cashless basis at the
option of the holders thereof so long as they are held by our sponsor or its permitted transferees is because it is not known at this
time whether they will be affiliated with us following our initial business combination. If they are affiliated with us following our
initial business combination, their ability to sell our securities in the open market will be significantly limited. We expect to have
policies in place that prohibit insiders from selling our securities except during specific periods of time. Even during such periods
of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession
of material non-public information. Accordingly, unlike public stockholders who could exercise their warrants and sell the shares of Class A
common stock received upon such exercise freely in the open market in order to recoup the cost of such exercise, the insiders could be
significantly restricted from selling such securities. As a result, we believe that allowing our sponsor or its permitted transferees
to exercise such warrants on a cashless basis is appropriate.


 


Dividends


 


We have not paid any cash dividends on our common
stock to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash
dividends in the future will be dependent upon our revenues, earnings and cash flows, if any, capital requirements and general financial
condition and liquidity subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to
a business combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not
currently contemplating, and does not anticipate, declaring any stock dividends in the foreseeable future. Further, if we incur any indebtedness
or obtain other financing, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.


 


Our Transfer Agent and Warrant Agent


 


The transfer agent for our common stock and warrant
agent for our warrants is Continental Stock Transfer & Trust Company. We have agreed to indemnify Continental Stock Transfer &
Trust Company in its roles as transfer agent and warrant agent, its agents and each of its stockholders, directors, officers and employees
against all liabilities, including judgments, costs and reasonable counsel fees that may arise out of acts performed or omitted for its
activities in that capacity, except for any liability due to any gross negligence, willful misconduct or bad faith of the indemnified
person or entity.


 


Our Amended and Restated Certificate of Incorporation


 


Our amended and restated certificate of incorporation
contains certain requirements and restrictions that will apply to us until the completion of our initial business combination. These provisions
(other than provisions relating to the appointment and removal of directors prior to our initial business combination, which may be amended
only with the approval of the holders of a majority of the outstanding shares of our Class B common stock) cannot be amended without
the approval of the holders of at least 65% of our common stock. As of March 22, 2022, our sponsor beneficially owned 20% of our
common stock. Our sponsor may participate in any vote to amend our amended and restated certificate of incorporation and will have the
discretion to vote in any manner it chooses. Prior to an initial business combination, we may not issue additional securities that can
vote on amendments to our amended and restated certificate of incorporation. Specifically, our amended and restated certificate of incorporation
provides, among other things, that:


 


		•	if we are unable to complete our initial business combination by June 14, 2023, or during any Extension Period, we will: (1) cease
all operations, except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days
thereafter, subject to lawfully available funds therefor, redeem 100% of the public shares, at a per share price, payable in cash, equal
to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (net of
permitted withdrawals for tax and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public
shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive
further liquidating distributions, if any), subject to applicable law; and (3) as promptly as reasonably possible following such
redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each
case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law;



 






    14 


     


    

 


		•	prior to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof
to: (1) receive funds from the Trust Account; or (2) vote on any initial business combination, pre-initial business combination
activity or amendments to the articles of our amended and restated certificate of incorporation that govern certain rights of holders
related to our consummation of an initial business combination;



 


		•	although we do not intend to enter into a business combination with a target business that is affiliated with our sponsor, officers
or directors, we are not prohibited from doing so. In the event we seek to complete our initial business combination with a company that
is affiliated our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent
investment banking firm that is a member of FINRA or from an independent accounting firm that such a business combination is fair to our
company from a financial point of view;



 


		•	if a stockholder vote on our initial business combination is not required by applicable law or stock exchange rules and we do
not decide to hold a stockholder vote for business or other reasons, we will offer to redeem our public shares pursuant to Rule 13e-4
and Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business
combination which contain substantially the same financial and other information about our initial business combination and the redemption
rights as is required under Regulation 14A of the Exchange Act;



 


		•	if required by applicable stock-exchange rules, our initial business combination must be with one or more businesses or assets with
a fair market value equal to at least 80% of the value of the Trust Account (excluding any deferred underwriting fees and taxes payable
on the income earned on the Trust Account);



 


		•	if our stockholders approve an amendment to our amended and restated certificate of incorporation to (A) modify the substance
or timing of our obligation to provide our public stockholders the right to have their public shares redeemed in connection with our initial
business combination or to redeem 100% of our public shares if we do not complete our initial business combination by June 14, 2023,
or during any Extension Period, or (B) with respect to any other provision relating to stockholder rights or pre-initial business
combination activity, we will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon
such approval at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned on the funds held in the Trust Account (net of permitted withdrawals for tax), divided by the number of then outstanding public
shares; and



 


		•	we will not effectuate our initial business combination solely with another blank check company or a similar company with nominal
operations.



 


In addition, our amended and restated certificate
of incorporation provides that under no circumstances will we redeem our public shares in an amount that would cause our net tangible
assets, after payment of the deferred underwriting fees, to be less than $5,000,001.


 






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Certain Anti-Takeover Provisions of Delaware Law and our Amended
and Restated Certificate of Incorporation and Bylaws


 


We have elected to be exempt from the restrictions
imposed under Section 203 of the DGCL. However, our amended and restated certificate of incorporation contains similar provisions
providing that we may not engage in certain “business combinations” with any “interested stockholder” for a three-year
period following the time that such stockholder becomes an interested stockholder unless:


 


		•	prior to such time, our board of directors approved either the business combination or the transaction which resulted in the stockholder
becoming an interested stockholder;



 


		•	upon consummation of the transaction which resulted in the stockholder becoming an “interested stockholder,” the interested
stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced (excluding certain shares); or



 


		•	at or subsequent to such time, the business combination is approved by our board of directors and authorized at an annual or special
meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock not
owned by the interested stockholder.



 


Generally, a “business combination”
includes a merger, asset or stock sale to the interested stockholder. Subject to certain exceptions, an “interested stockholder”
is a person who, together with that person’s affiliates and associates, owns, or within the previous three years owned, 15% or more
of our voting stock.


 


Under some circumstances, this provision will make
it more difficult for a person who is an interested stockholder to effect various business combinations with us for a three-year period.


 


Our amended and restated certificate of incorporation
provides that our sponsor and our management team and their respective affiliates and their transferees will not be deemed to be “interested
stockholders” regardless of the percentage of our voting stock owned by them, and accordingly will not be subject to this provision.


 


Our authorized but unissued common stock and preferred
stock are available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including
future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved
common stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest,
tender offer, merger or otherwise.


 


Our amended and restated certificate of incorporation
provides that prior to our initial business combination, holders of our Class B common stock will have the right to elect all of
our directors and may remove members of our board of directors for any reason.


 






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Exclusive Forum for Certain Lawsuits


 


Our amended and restated certificate of incorporation
requires (unless our board, acting on our behalf, consents in writing to the selection of an alternative forum (which consent may be given
at any time, including during the pendency of litigation)), to the fullest extent permitted by law, that (i) any derivative action
or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former
director, officer or other employee to us or our stockholders, (iii) any action asserting a claim against us, our directors, officers
or employees arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or bylaws, (iv) any
action asserting a claim against us, our directors, officers or employees governed by the internal affairs doctrine of the State of Delaware
or (v) any other action asserting an “internal corporate claim” as defined in Section 115 of the DGCL may, in each
case, be brought by a stockholder (including a beneficial owner) only in the Court of Chancery in the State of Delaware, except any action
(A) as to which the Court of Chancery of the State of Delaware determines that there is an indispensable party not subject to the
jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery
within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the
Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (D) arising under the Securities
Act, as to which the Court of Chancery and the federal district court for the District of Delaware shall concurrently be the sole and
exclusive forums. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law
in the types of lawsuits to which it applies, a court may determine that this provision is unenforceable, and to the extent it is enforceable,
the provision may have the effect of discouraging lawsuits against our directors and officers, although our stockholders will not be deemed
to have waived our compliance with federal securities laws and the rules and regulations thereunder.


 


Notwithstanding
the foregoing, our amended and restated certificate of incorporation provides that the exclusive forum provision will not apply to suits
brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts of the United States
of America have exclusive jurisdiction. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought
to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Section 22 of the Securities
Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the
Securities Act or the rules and regulations thereunder. As noted above, our amended and restated certificate of incorporation
provides that the Court of Chancery and the federal district court for the District of Delaware shall concurrently be the sole and exclusive
forums for any action arising under the Securities Act. Accordingly, there is uncertainty as to whether a court would enforce such provision,
and our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations
thereunder.


 


Any person or entity purchasing or otherwise acquiring
any interest in any shares of our capital stock shall be deemed to have notice of and to have consented to the forum provisions in our
amended and restated certificate of incorporation. If any action the subject matter of which is within the scope of the forum provisions
is filed in a court other than a court located within the State of Delaware (a “foreign action”) in the name of any stockholder,
such stockholder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within
the State of Delaware in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”),
and (y) having service of process made upon such stockholder in any such enforcement action by service upon such stockholder’s
counsel in the foreign action as agent for such stockholder.


 


Special Meeting of Stockholders


 


Our amended and restated certificate of incorporation
provides that special meetings of our stockholders may be called only by a majority vote of our board of directors, by our Chief Executive
Officer or by the Chair of our board of directors.


 






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Advance Notice Requirements for Stockholder Proposals and Director
Nominations


 


Our bylaws provide for advance notice procedures
with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at
the direction of our board of directors or a committee of our board of directors. In order for any matter to be “properly brought”
before a meeting, a stockholder will have to comply with advance notice requirements and provide us with certain information. Generally,
to be timely, a stockholder’s notice must be received by our secretary at our principal executive offices not later than the close
of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary date of the immediately
preceding annual meeting of stockholders. These notice requirements may preclude stockholders from bringing matters before the stockholders
at an annual or special meeting. Pursuant to Rule 14a-8 of the Exchange Act, proposals seeking inclusion in our annual proxy statement
must comply with the notice periods contained therein. Our bylaws also specify requirements as to the form and content of a stockholder’s
notice. Our bylaws allow the chair of the meeting at a meeting of the stockholders to adopt rules and regulations for the conduct
of meetings which may have the effect of precluding the conduct of certain business at a meeting if the rules and regulations are
not followed. These provisions may also defer, delay or discourage a potential acquirer from conducting a solicitation of proxies to elect
the acquirer’s own slate of directors or otherwise attempting to influence or obtain control of us.


 


Action by Written Consent


 


Any action required or permitted to be taken by
our stockholders must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent
of the stockholders other than with respect to our Class B common stock with respect to which action may be taken by written consent.


 


Only Holders of the Founder Shares vote to Elect and Remove Directors


 


Prior to our initial business combination, only
holders of our founder shares will have the right to vote on the election of directors. Holders of our public shares will not be entitled
to vote on the election of directors during such time. In addition, prior to the completion of an initial business combination, only holders
of our founder shares may remove a member of the board of directors with or without cause.


 


Class B Common Stock Consent Right


 


For so long as any shares of Class B common
stock remain outstanding, we may not, without the prior vote or written consent of the holders of a majority of the shares of Class B
common stock then outstanding, voting separately as a single class, amend, alter or repeal any provision of our amended and restated certificate
of incorporation, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers,
preferences or relative, participating, optional or other or special rights of the Class B common stock. Any action required or permitted
to be taken at any meeting of the holders of Class B common stock may be taken without a meeting, without prior notice and without
a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding Class B
common stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at
which all shares of Class B common stock were present and voted.


 






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Registration Rights


 


The holders of the founder shares, private placement
warrants and warrants that may be issued upon conversion of working capital loans (and any shares of common stock issuable upon the exercise
of the private placement warrants or warrants issued upon conversion of the working capital loans and upon conversion of the founder shares)
are entitled to registration rights pursuant to a registration rights agreement entered into in connection with our IPO requiring us to
register such securities for resale (in the case of the founder shares, only after conversion into shares of Class A common stock).
The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that we register
such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements
filed subsequent to our completion of our initial business combination and rights to require us to register for resale such securities
pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that we are not required to effect
or permit any registration or cause any registration statement filed under the Securities Act to become effective until termination of
the applicable lock-up period. We will bear the expenses incurred in connection with the filing of any such registration statement.


 


Listing of Securities


 


Our units, Class A common stock and warrants
are listed on the NYSE under the symbols “PORT.U”, “PORT” and “PORT.W”, respectively.


 






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